BYLAWS OF THE LEAGUE OF WORLD WAR I AVIATION HISTORIANS, INC.
A NON-PROFIT CORPORTION
3974 S. Better Dr. Dallas, Texas 75229
ARTICLE I. OFFICES
PRINCIPAL OFFICE.
The principal office of the Corporation in the State of Texas shall be located in the City of Dallas, County of Dallas, The street address of the principal office shall be 3974 S. Better Drive, Dallas, Texas, 75229. The mailing address shall be Post Office Box 780265, Dallas, Texas 75378-0265. The registered agent at such address shall be Mr. George H. Williams.
OTHER OFFICES.
The Corporation may have such other offices within or without the State of Texas, as the Board of Directors may determine, or as the affairs fo the Corporation may require from time to time.
ARTICLE II. BOARD OF DIRECTORS
GENERAL POWERS.
The affairs of the Corporation shall be managed by its Board of Directors. Directors need not be residents of the State of Texas.
NUMBER AND TERM OF DIRECTORS.
The Board of Directors shall consist of three persons, with the initial directors being named in the Articles of Incorporation. The initial directors shall serve terms extended through December 31, 1988. Thereafter, directors shall be elected by a majority vote of a quorum of the directors in office, for terms of three years. The term of each director shall commence on January 1 and shall extend for three years through December 31.
VACANCIES.
Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of the remaining directors, though less than a quorum of the board. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. Any directorship to be filled by reason of an increase in the number of directors shall be filled by election at an annual meeting or at a special meeting called for that purpose.
SPECIAL MEETINGS.
Special meetings of the Board of Directors may be called by or at the request of the President or any two directors. The person or persons authorized to call special meetings of the Board may fix any place, either within or without the State of Texas, as the place for holding any special meeting of the Board called by them.
QUORUM OF DIRECTORS.
A majority of the Board of Directors shall constitute a quorum for the transaction of business. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.
PLACE OF DIRECTORS' MEETINGS.
All meetings of the Board of Directors (annual, regular or special) shall be held either at the principal office of the Corporation or at such other place, either within or without the State of Texas, as shall be specified in the notice of meeting.
NOTICE OF DIRECTORS' MEETINGS.
All meetings of the Board of Directors (annual, regular or special shall be held upon five (5) days' written notice stating the date, place and hour of meeting delivered to each director either personally or by mail at the direction of the President or the Secretary of the Officer or person calling the meeting.
In any case where all of the directors execute a waiver of notice of the time and place of meeting, no notice thereof shall be required, and any such meeting (whether annual, regular or special) shall be held at the time and at the place (either within or without the Sate of Texas) specified in the waiver of notice. Attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where the directors attend a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.
Neither the business to be transacted at, nor the purpose of, any annual, regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.
REQULAR MEETING OF DIRECTORS.
A regular meeting of the Board of Directors may be held at such time as shall be determined from time to time by resolution of the Board of Directors.
COMPENSATION.
Directors, as such, shall not receive any stated salaries for their services, but by resolution of the Board of Directors any director may be indemnified for expenses and costs, including attorney's fees, actually and necessarily incurred by him in connection by reason of his being or having been such a director, except in relation to matters as to which he shall have been guilty of negligence or misconduct in respect of the matter in which indemnity is sought.
ARTICLE III. OFFICERS
OFFICERS ELECTION.
The Officers of the Corporation shall consist of a President, one Vice-President, a Secretary, and a Treasurer. All such Officers shall be elected at a regular meeting of the Board of Directors. If any office is not filled at the regular meeting of the Board of Directors, it may be filled at a special meeting of the Board. Any two or more offices may be held by the same person, except the offices of President and Secretary.
All Officers shall be elected to serve until their successors are elected; provided, that any Officer elected or appointed by the Board of Directors may be removed with or without cause at any regular or special meeting of the Board whenever in the judgment of the Board of Directors the best interests of the Corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Any agent appointed shall serve for such term as shall be specified, subject to like right of removal by the Board of Directors.
VACANCIES.
If any office becomes vacant for any reason, the vacancy may be filled by the Board of Directors.
POWER OF OFFICERS.
Each Officer shall have, subject to these Bylaws, in addition to the duties and powers specifically set forth herein, such powers and duties as are commonly incident to his office and such duties and powers as the Board of Directors shall from time to time designate. All Officers shall perform their duties subject to the directors and under the supervision of the Board of Directors. The President may secure the fidelity of any and all Officers by bond or otherwise.
PRESIDENT.
The President shall be the principal executive Officer of the Corporation and shall, in general, supervise and control all of the business and affairs of the Corporation. He shall preside at all meetings of the members and of the Board of Directors. He may sign, with the Secretary or any other proper official of the Corporation authorized by the Board of Directors, any deeds, mortgages, bonds, contracts, or other instruments that the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws or by statute to some other Officer or agent of the Corporation, and, in general, he shall perform all duties incident to the Office of President and such other duties as may be prescribed by the Board of Directors from time to time.
VICE-PRESIDENT.
In the absence of the President, or in the event of his inability or refusal to act, the Vice-President shall perform the duties and exercise the powers of the President, and he shall perform such other duties as the Board of Directors shall prescribe.
TREASURER.
If required by the Board of Directors, the Treasurer shall give bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Directors shall determine. He shall have charge and custody of and be responsible for all funds and securities of the Corporation from any source whatsoever and deposit all such monies in the name of the Corporation in such banks, trust companies, or other depositories as shall be selected by the Board of Directors; and, in general, perform all the duties as from time to time may be assigned to him by the President or by the Board of Directors.
SECRETARY.
The Secretary shall keep a record of the meetings of the Board of Directors in one or more books provided for that purpose; see that all notices are duly given in accordance with the provisions of these Bylaws, or as required by law; be custodian of the Corporate records and of the Seal of the Corporation, and see that the Seal of the Corporation is affixed to all documents, the execution of which on behalf of the Corporation under its Seal is duly authorized in accordance with the provisions of these Bylaws; and such other duties as from time to time may be assigned to him by the President or by the Board of Directors.
ARTICLE IV. MISCELLANEOUS
BOOKS AND RECORDS.
The Corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its Board of Directors and committees having any of the authority of the Board of Directors.
FISCAL YEAR.
The fiscal year of the Corporation shall be the calendar year.
CHECKS.
All checks or demands for money and notes of the Corporation shall be signed by such Officer or Officers or other such person as the Board of Directors may from time to time designate. All routine checks of less than $250.00 (Two Hundred and Fifty Dollars) may be signed by the Treasurer. All capital expenditures and checks of $250.00 (Two Hundred and Fifty Dollars) or more must be signed by at least two Officers of the Corporation.
CORPORATE SEAL.
The Board of Directors shall provide a Corporate Seal with the name of the Corporation thereon.
DIRECTORS' STATEMENT.
The Board of Directors shall present at each regular meeting a full and clear statement of the business and financial condition of the Corporation.
WAIVER OF NOTICE.
Whenever any notice is required to be given under the provision of the Texas Non-Profit Corporation Act, or under the provision of the Articles of Incorporation or the Bylaws of the Corporation, a waiver thereof, in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
PROPERTY.
All material property such as books, artifacts and memorabilia, but not cash or other liquid funds, given or donated to the Corporation shall, after a reasonable period of use, which period should not exceed six months, be further given in turn to the History of Aviation Collection at the University of Texas at Dallas.
EXCESS FUNDS.
On an annual basis and prior to a regular Board of Directors meeting, the Treasurer shall calculate the net balance of funds in the corporate checking account taking into consideration any outstanding obligations not yet paid and receipts advanced for obligations which the Corporation has not yet discharged. If this balance exceeds $7,500.00 (Seven Thousand Five Hundred Dollars), and if the net balance of funds exceeds $2.50 (Two Dollars and Fifty Cents) multiplied by the total number of paid subscriptions for the most recent published and mailed issue, the Board of Directors, at their discretion, must either spend the excess over the larger of the two amounts on upgrading the quality of its publication or donate the excess funds to the History of Aviation Collection at the University of Texas at Dallas.
ARTICLE V. AMENDMENTS
POWER OF DIRECTORS TO AMEND BYLAWS.
These Bylaws may be altered, amended or repealed in whole or in part by a majority vote at any meeting of the Board of Directors at which a quorum is present.
The above Bylaws were approved by the Board of Directors of the League of World War I Aviation Historians, Inc. on October 11, 1985.
WITNESS OUR SIGNATURES:
George H. Williams
James L. Kerr
Michael L. Quinn
